BMBL 10-K & 10-Q changes, risk factors and insider trading

If we fail to retain existing usersmembers or add new users,members, or if our usersmembers decrease their level of engagement with our products or do not convert to paying users, our revenue, financial results and business may be significantly harmed.

The size of our usermember base and our users’members’ level of engagement are critical to our success. Our apps monetize via a freemium model where the use of our service is free and a subset of our usersmembers pay for subscriptions or in-app purchases to access premium features. Our financial performance has thus been and will continue to be significantly determined by our success in adding, retaining and engaging usersmembers of our products and converting usersmembers into paying subscribers or in-app purchasers. We expect that the size of our usermember base and/or their engagement levels will fluctuate or decline in one or more markets from time to time,time. including if users find meaningful relationships on our platforms and no longer need to engage with our products. Furthermore, if people do not perceive our products to be useful, reliable, and/or trustworthy, we may not be able to attract or retain users or otherwise maintain or increase the frequency and duration of their engagement. A number of other online dating companies that achieved early popularity have since experienced slower growth or declines in their user bases or levels of engagement. There is no guarantee that we will not experience a similar erosion of our user base or engagement levels. UserMember engagement can be difficult to measure, particularly as we introduce new and different products and services. Any number of factors can negatively affect usermember retention, growth, and engagement, including if:

users•members increasingly engage with other competitive products or services;

user•member behavior on any of our products changes, including decreases in the quality of the usermember base and frequency of use of our products and services;

users•members feel that their experience is diminished as a result of the decisions we make with respect to the frequency, prominence, format, size and quality of ads that we display;

•there are decreases in usermember sentiment due to questions about (a) the quality of our usermember data practices or concerns related to privacy and the sharing of usermember data (b) the quality or usefulness of our products or concerns related to safety, security, well-being or other factors, including our implementation and use of artificial intelligence or (c) the countries in which our apps are available (for example, sanctioned countries);

users•members are no longer willing to pay (or pay as much) for subscriptions or in-app purchases, including due to changes to the payment platform or payment methods;

users•members have difficulty installing, updating or otherwise accessing our products on mobile devices as a result of actions by us or third parties, such as application marketplaces and device manufacturers, that we rely on to distribute our products and deliver our services;

•we fail to introduce new features, products or services that usersmembers find engaging or if we introduce new products or services, or make changes to existing products and services, that are not favorably received, including artificial intelligence-driven changes;

•we fail to keep pace with evolving online, market and industry trends (including the introduction of new and enhanced digital services and technologies);

•we fail to appeal to and engage the younger demographic of usersmembers (for example, Gen Z), with their different dynamics of connectionconnection, or discrete demographics such as specific ethnicities;

•initiatives designed to attract and retain usersmembers and engagement are unsuccessful or discontinued, whether as a result of actions by us, third parties or otherwise;

•we determine to decrease development for, or shut down entirely, an app;

•there is a decrease in usermember retention as a result of usersmembers finding meaningful relationships on our platforms and no longer needing to engage with our products;

•third-party initiatives that may enable greater use of our products, including low-cost or discounted data plans, are discontinued;

•we adopt terms, policies or procedures related to areas such as usermember data or advertising that are perceived negatively by our usersmembers or the general public; we fail to combat inappropriate or abusive activity on our platform;

users,•members, particularly women, do not perceive our products as being safer than other competitive products or services;

•we fail to provide adequate customer service to users,members, marketers or other partners;

•we fail to protect our brand, brand image or reputation;

•we, our partners or companies in our industry are the subject of adverse media reports or other negative publicity, including as a result of our or their user data practices;

•technical or other problems prevent us from delivering our products in a rapid and reliable manner or otherwise affect the usermember experience, such as security breaches, distributed denial-of-service attacks or failure to prevent or limit spam or similar content;

•there is decreased engagement with our products as a result of internet shutdowns or other actions by governments that affect the accessibility of our products in any of our markets;

•there is decreased engagement with our products, or failure to accept our terms of service, as part of changes that we have implemented, or may implement, in the future in connection with regulations, regulatory actions or otherwise;

•there is decreased engagement due to the expansion of one of our apps into new markets which cannibalizes any of our other apps that historically operated in such markets;

•there is decreased engagement with our products as a result of changes in prevailing social, cultural or political preferences in the markets where we operate; or there are changes mandated by legislation, regulatory authorities or litigation that adversely affect our products or users.

From time to time, certain of these factors have negatively affected usermember retention, growth, and engagement to varying degrees. See “—Access to our products depends on mobile app stores and other third parties such as data center service providers, as well as third-party cloud infrastructure and service providers, payment aggregators, computer systems, internet transit providers and other communications systems and service providers, and such third-parties may take actions that limit, prohibit or eliminate our ability to distribute or update our applications, or increase the costs to do so.” If we are unable to maintain or increase our user base and user engagement, our revenue and financial results may be materially adversely affected. In addition, we may not experience rapid usermember growth or engagement in countries where, even though mobile device penetration is high, due to the lack of sufficient cellular based data networks, consumers rely heavily on Wi-Fi and may not access our products regularly throughout the day. Any decrease in usermember retention, growth or engagement could render our products less attractive to users,members, which is likely to have a material adverse impact on our revenue, business, financial condition and results of operations. If our usermember growth rate slows or declines, we will become increasingly dependent on our ability to maintain or increase levels of usermember engagement and monetization in order to drive revenue growth.

In addition, within theThe dating industry generally,is costshighly competitive. Costs for consumers to switch between products are low, and consumers have a propensity to try new approaches to connecting with people and to use multiple dating products at the same time. As a result, new products, entrants and business models are likely to continue to emerge. It is possible that a new product or service could gain rapid scale at the expense of existing brands through harnessing a new technology (such as artificial intelligence), or a new or existing distribution channel, creating a new or different approach to connecting people or some other means.

In addition, some of our competitors may enjoy better competitive positions. Potential competitors include larger companies that could devote greater resources to the promotion or marketing of their products and services, take advantage of acquisition or other opportunities more readily or develop and expand their products and services more quickly than we do. Potential competitors also include established social media companies that may develop products, features, or services that may compete with ours or operators of mobile operating systems and app stores. For example, Facebook has maintained a dating feature on its platform, which it has rolled outplatform in North America, Europe and othervarious markets around the globe. These social media and mobile platform competitors could use strong or dominant positions in one or more markets, and ready access to existing large pools of potential users and personal information regarding those users, to gain competitive advantages over us. These may include offering different product features, services or pricing models that users may prefer or offering their products and services to users at no charge, which may enable them to acquire and engage users at the expense of our usermember growth or engagement.

If we are not able to compete effectively against our current or future competitors and products that may emerge, the size and level of engagement of our usermember base may decrease, which could materially adversely affect our business, financial condition and results of operations.

We market and distribute our products (including related mobile applications) through a variety of third-party publishers and distribution channels. Our ability to market our brands on any given property or channel is subject to the policies of the relevant third party. There is no guarantee that popular mobile platforms will continue to feature our products. We are dependent on the interoperability of our products with popular mobile operating systems, networks, technologies, products, and standards that we do not control, such as the Android and iOS operating systems. Any changes, bugs, or technical issues in such systems, or changes in our relationships with mobile operating system partners, handset manufacturers, or mobile carriers, or in their terms of service or policies that degrade our products’ functionality, reduce or eliminate our ability to update or distribute our products, give preferential treatment to competitive products,products limit(including ourtheir abilityown todating deliver, target, or measure the effectiveness of ads,products), or charge fees related to the distribution of our products or our delivery of ads could materially adversely affect the usage of our products on mobile devices.

We also rely on large tech platforms for targeted advertisement and performance marketing. In 2022, Google announced a multi-year initiative with the goal of strengthening privacy on Android, which may include the abolishment of Advertising IDs (Google's unique user IDs for advertising) and limitations on sharing user data with third parties. In the event that our ability to accurately target, track and measure our advertising campaigns at the usermember level becomes more limited due to such large tech platforms’ policy changes or regulatory changes, or we are no longer able to conduct targeted advertisement and performance marketing through such platforms because of increased costs of advertising on these platforms, or we choose not to conduct targeted advertisement and performance marketing through such platforms due to, for example, brand safety concerns, our usermember acquisition and revenue stream may be materially adversely affected.

There is no assurance that we will not be limited or prohibited from using certain current or prospective marketing channels in the future. If this were to happen in the case of a significant marketing channel and/or for a significant period of time, our business, financial condition and results of operations could be materially adversely affected. For example, before President Trump has issued ana series of executive orderorders on January 20, 2025, delaying for 75 days its enforcement, there was setrelating to bethe TikTok platform and U.S. national security law that have, to date, delayed enforcement of a ban onof TikTok in the U.S.United on national security grounds, which would have made it illegal for U.S. internet hosting services and app stores to distribute or support the operations of TikTok.States. Historically, we have used TikTok as aan criticalimportant marketing and member acquisition channel, and any future executive action, statutory enforcement, legislative change, regulatory restriction or judicial interpretation that limits TikTok’s operation, data use, advertising capabilities or user base in the inabilityUnited to use TikTok as a marketing channelStates could materially negatively impact our usermarketing performance, member registration volume and efficiency.efficiency and member engagement. If we lose access to any of our large marketing channels, such as TikTok, even for a few hours, or if we are unable to shift to alternative marketing channels effectively and/or in a timely manner, we may not be able to reach as many audiences and our business, financial condition and results of operations could be materially adversely affected. Furthermore, certain publishers and channels have, from time to time, limited or prohibited advertisements for dating products for a variety of reasons, including as a result of poor behavior by other industry participants.

Finally, many usersmembers historically registered for (and logged into) our applications throughusing theirmethods Facebooksuch profiles oras their Apple IDs. While we have other methods that allow usersmembers to register for (and log into) our products, no assurances can be provided that usersmembers will use these other methods. Facebook, Apple and other platformsPlatforms such as GoogleApple have broad discretion to change their terms and conditions in ways that could limit, eliminate or otherwise interfere with our ability to use them as a registration method or to allow them to use such data to gain a competitive advantage. Such changes in terms and conditions could materially adversely affect our business, financial condition and results of operations. Additionally, if security on any of thesesuch platforms is compromised, if our usersmembers are locked out from their accounts on any of thesesuch platforms, or if any of thesesuch platforms experiences an outage, our usersmembers may be unable to accesslog into our products. As a result, usermember growth and engagement on our service could be materially adversely affected, even if for a temporary period.

Our products depend on mobile app stores and other third parties such as data center service providers, as well as third-party cloud infrastructure and service providers, payment aggregators, computer systems, internet transit providers and other communications systems and service providers. Our mobile applications are almost exclusively accessed through and depend on the Apple App Store and the Google Play Store. While our mobile applications are generally free to download from these stores, we offer our usersmembers the opportunity to purchase subscriptions and certain à la carte features through these applications. We determine the prices at which these subscriptions and features are sold, subject to approval by Apple or Google, as relevant. Purchases of these subscriptions and features via our mobile applications are mainly processed through the in-app payment systems provided by Apple and Google. We pay Apple and Google, as applicable, a meaningful share (up to an equivalent of 30%) of the revenue we receive from transactions processed through in-app payment systems (Google reduced its in-app purchase fees for subscription payments to 15% as of January 1, 2022 and, in January 2025, we opted into Apple's EU terms which restructure our payments to Apple into a combination of in-app purchase fees and first install fees for some of our brands). If the Apple App Store or the Google Play Store were to experience an outage, or if either decided to exit a market, many of our usersmembers may be unable to access our apps, which could materially adversely affect our business, financial condition and results of operations.

Furthermore, both Apple and Google have broad discretion to make changes to their operating systems or payment services or change the manner in which their mobile operating systems function and their respective terms and conditions applicable to the distribution of our applications, including the amount of, and requirement to pay, certain fees associated with purchases required to be facilitated by Apple and Google through our applications, and to interpret their respective terms and conditions in ways that may limit, eliminate or otherwise interfere with our products, our ability to distribute our applications through their stores, our ability to update our applications, including to make bug fixes or other feature updates or upgrades, the features we provide, the manner in which we market our in-app products, our ability to access native functionality or other aspects of mobile devices, and our ability to access information about our usersmembers that they collect. To the extent either or both of them do so, our business, financial condition and results of operations could be materially adversely affected. For example, pursuant to Google’s policy whereby only Google Play’s in-app billing system could be used for transactions in its store, we were mandated to stop the provision of non-native payment options to our usersmembers on Android during 2021, which caused disruptions for usersmembers and led to a decline in Payingpaying Users.users. Following industry pushbackpushback, country-specific regulations and country-specificcourt regulations,orders, Google has since introduced in certain markets the option for developers to offer users an alternative to Google Play’s billing system. Similarly, Apple has introduced country-specific billing policies following industry pushbackpushback, country-specific regulations and country-specificcourt regulations.orders. We actively explore billing options on a country-by-country basis. However, as these options may evolve following subsequent regulatory mandates or organically at Google’s or Apple’s behest, we need to be ready to continuously adapt to such changes. We may need to devote more resources and time in creating and managing separate app bundles for each country in which we want to offer alternative billing options, which could become burdensome, and/or we could become subject to higher commissions by major app store operators overall.overall, which, in turn, could negatively affect our revenue margin. Furthermore, changes to billing options may cause a disruption to the usermember journey, which could cause a decrease in Payingpaying Useruser conversion rates. Alternatively, choosing not to explore the various billing options could present a risk of missed opportunity. Any of the foregoing could materially adversely affect our business, financial condition and results of operations.

Our future success depends on the continuing efforts of our key employees and our ability to attract and retain highly skilled personnel and senior management and maintain our culture, including as a result of our recent restructuring.

We depend on the continued services and performance of our key personnel. If one or more of our executive officers or key employees were unable or unwilling to continue their employment with us, we might not be able to replace them easily, in a timely manner, or at all. The risk that competitors or other companies may poach our talent increases as we continue to build our brands and become more well-known. Our key personnel have been, and may continue to be, subject to poaching efforts by our competitors and other internet companies, including well-capitalized players in the social media and consumer internet space.

WeDuring recently announced that Lidiane Jones, our Chief Executive Officer, will transition out of her role and be replaced by Whitney Wolfe Herd, our Founder and Executive Chair, effective March 17, 2025. We also announced that Anu Subramanian, our Chief Financial Officer, is resigning effective March 14, 2025 and that Ronald J. Fior, who is currently serving as a consultant to the Company, will become our Interim Chief Financial Officer, effective March 15, 2025 (and remain a consultant, not an employee, of the Company as we continue our search for a permanent Chief Financial Officer). Additionally, our Chief Business Officer will depart the Company on March 28, 2025 and our Chief Technology Officer has indicated his intention to depart on June 30, 2025. More generally, during 20242025, we experienced other significant changes in senior management and reduced our global workforce by approximately 30%. The loss of key personnel, including members of senior management as well asand key employees in engineering, product development, and marketingmarketing, personnel, coupledtogether with our reductionworkforce in workforcereductions (and any potential future reductions in workforce), could disrupt our operations and negatively impact our ability to attract, integrate, retainretain, and motivate employees, and have a material adverse effect on our business. InThese particular,transitions itmay also require adjustments to compensation programs, create challenges for succession planning, and place increased pressure on remaining employees. Such impacts could adversely impactaffect our internal control environment, distract employees and management, divert management attention from ongoing business activities and strategic objectives, result in significant expenses related to the transition and severance payments, negatively affect employee moralemorale, and damage theour company culture. There can be no assurance that any of our other key personnel will remain with us, that the costs associated with retaining current key personnel and hiring new key personnel will be favorable or acceptable to us, or that new key personnel will be as successful as their predecessors.predecessors, or that, generally, our restructuring efforts will generate their intended benefits to the extent or as quickly as anticipated.

Additionally, we believe that our culture and core values have been, and will continue to be, a key contributor to our success and our ability to foster the innovation, creativity and teamwork we believe we need to support our operations. Ifif we fail to effectively manage our hiring needs and successfully integrate our new hires, or if we fail to effectively manage remote work arrangements, our efficiency and ability to meet our forecastsforecasts, our ability to foster the innovation, creativity and teamwork we believe we need to support our operations and our ability to maintain our culture, employee morale, productivity and retention could suffer, and our business, financial condition and results of operations could be materially adversely affected. Employee retention could also suffer if the company discontinued or curtailed its policy of allowing remote work arrangements.

Finally, effective succession planning is also important to our future success. If we fail to ensure the effective transfer of senior management knowledge and smooth transitions involving senior management across our various businesses, our ability to execute shorton our short- and long termlong-term strategic, financialfinancial, and operatingoperational goals,goals ascould wellbe asimpaired, which may materially adversely affect our business, financial conditioncondition, and results of operations generally, could be materially adversely affected.operations.

If we are not able to maintain the value and reputation of our brands, our ability to expand our base of usersmembers may be impaired, and our business and financial results may be harmed.

We believe that our brands have significantly contributed to the success of our business. We also believe that maintaining, protecting and enhancing the reputation of our brands is critical to expanding our base of usersmembers and, if we fail to do so, our business, financial condition and results of operations could be materially adversely affected. We believe that the importance of brand recognition will continue to increase, given the growing number of online dating and social connection sites and applications, or “apps,” and the low barriers to entry for companies offering online dating, social connection and other types of personal services. Many of our new usersmembers are referred by existing users.members. Maintaining the reputation of our brands will depend largely on our ability to continue to provide useful, reliable, trustworthy and innovative products, which we may not do successfully.

Further, we may experience media, legislative, or regulatory scrutiny of our actions or decisions regarding usermember privacy, encryption, content, advertising and other issues, which may materially adversely affect ourthe value and reputation andof our brands. In addition, we may fail to respond expeditiously or appropriately to objectionable practices by users,members, or to otherwise address usermember concerns, which could erode confidence in our brands. Maintaining and enhancing the reputation of our brands will require us to make substantial investments in our brands and these investments may not be successful.

Changes to our existing brands and products, or the introduction or acquisition of new brands or products, could fail to attract or retain usersmembers or generate revenue and profits.

Our ability to retain, increase, and engage our usermember base and to increase our revenue depends heavily on our ability to continue to evolve our existing brands and products and to create successful new brands and products, both independently and in conjunction with developers or other third parties. We may introduce significant changes to our existing brands and products, or acquire or introduce new and unproven brands, products and product extensions, including using technologies with which we have little or no prior development or operating experience. We have also invested, and expect to continue to invest, significant resources in growing our products to support increasing usage as well as new lines of business, new products, new product extensions and other initiatives to generate revenue. There is no guarantee that investing in new lines of business, new products, new product extensions and other initiatives will succeed. If our new or enhanced brands, products or product extensions or other initiatives fail to engage users,members, marketers, or developers, or if our business plans are unsuccessful, we may fail to attract or retain usersmembers or to generate sufficient revenue, operating margin, or other value to justify our investments, and our business may be materially adversely affected. New products may provide temporary increases in engagement, but this may ultimately fail to attract and retain members such that they may not produce the long-term benefits that we expect.

•operational and compliance challenges caused by distance, language and cultural differences;

•difficulties in staffing and managing international operations;

•differing levels of social and technological acceptance of our products or lack of acceptance of them generally;

•foreign currency fluctuations;

•restrictions on the transfer of funds among countries and back to the United States, as well as costs associated with repatriating funds to the United States;

•differing and potentially adverse tax laws as well as other tax-related initiativesinitiatives, such as the imposition of U.S. tariffs and any resulting trade war;

We provide online dating and social networking applications through free subscription and in-app purchases of products servicing North America, Europe and various other countries around the world. In 2024, Bumble operatedoperates a family of apps, including Bumble, Bumble For Friends, Badoo, Geneva, FruitzBFF, and Official.Badoo. Bumble app, launched in 2014, is one of the first dating apps built with women at the center, where women make the first move.center. Bumble app is a leader in the online dating sector across several countries, including the United States, the United Kingdom, Australia and Canada. Badoo app, launched in 2006, was one of the pioneers of web and mobile free-to-use dating products. Badoo app’s focus is to make finding meaningful connections easy, fun and accessible for a mainstream global audience. Badoo app continues to be a market leader in several countries in Europe and Latin America. Building on the BFF mode in Bumble app, in July 20232023, we officially launched a standalone Bumble For Friends app. Bumble For Friends app is a friendship app where people in all stages of life can meet people nearby and create meaningful platonic connections. In July 2024, we acquired Geneva, throughapp, which we aimrelaunched toin expandSeptember the2025 Bumbleas For Friends experience from one-to-one connections to groups and communities to serve the many ways people seek friendships. As part of our strategic priorities, we decided to discontinue the Fruitz and Official apps, which we expect to be completedBFF in the firstUnited halfStates, ofour 2025.dedicated app for friend-finding, group connections and community-building.

Badoo App and Other•Total Revenue of $205.4$965.7 million, $207.1$1,071.6 million and $209.2$1,051.8 million, respectively;

•Adjusted EBITDA of $304.1$313.6 million, $275.6$304.1 million and $226.9$275.6 million, respectively, representing Adjusted EBITDA margins of 28.4%,32.5%, 26.2%28.4% and 25.1%,26.2%, respectively;

•Net cash provided by operating activities of $123.4$250.4 million, $182.1$123.4 million and $132.9$182.1 million, respectively; and Free cash flow of $114.1 million, $167.2 million and $116.6 million, respectively, representing free cash flow conversion of 37.5%, 60.7% and 51.4%, respectively.

The following metrics were calculated excluding paying users and revenue generated from Official, advertising and partnerships or affiliatesaffiliates. and, forFor periods prior to the fourth quarter of 2023, excludingour payingkey usersoperating andmetrics revenue generated from Fruitz. Beginning in the fourth quarter of 2023,exclude paying users and revenue generated from Fruitz; are includedbeginning in ourthe keyfourth operatingquarter metrics.of 2023, they include Fruitz through July 2025, when the business was sold. Prior period information and key operating metrics have not been recast to include paying users and revenue generated from Fruitz. Although the Bumble For Friends app was relaunched as BFF in the United States in September 2025, the Company continues to generate revenue from the legacy Bumble For Friends app. As of December 31, 2024,2025, Genevathe BFF app has not generated any revenue,revenue and therefore,therefore is excluded from our key operating metrics.

As previously disclosed, we arehave in the process of implementingimplemented a new strategy and transformation plan intended to deliver durable customermember value and drive long-term sustainable revenue. As part of this new strategy, we arehave focusingfocused on fostering a vibrant and healthy customermembership ecosystem,base, improving the customermember experience through product innovationinnovation, including modernizing our technology and increased use of artificial intelligence in our products and in the optimization of operations,our operations. To align with these priorities, we have (a) strategically shifted away from paid member acquisition in favor of brand and evolvingorganic ourinvestment revenueand strategy(b) limited performance marketing to ensuretargeted usage aimed at acquiring quality members who we deliverbelieve valuewill atbe everyadditive stepto the health of our customers’membership journey through a rebalancing of Bumble app subscription tiers, among other things.base. As we address these areas of focus, our usermember growth and success in attracting new users,members, usermember engagement and monetization may be negatively impacted. In addition, efforts to improve the health of our ecosystem,membership base, including trust and safety initiatives, such as the removal of bad actors from our appsapps, and changesstrategically reducing paid performance marketing for member acquisition, have recently and may continue to our user acquisition strategy, may adversely affect revenue and paying users in the short term. Furthermore, if we do not successfully implement our new strategy, our business, financial condition and results of operations could be materially adversely affected.

See also “If we fail to retain existing usersmembers or add new users,members, or if our usersmembers decrease their level of engagement with our products or do not convert to paying users, our revenue, financial results and business may be significantly harmed” and “We are subject to certain risks as a mission-based company” in Part I, “Item 1A—Risk Factors—Risks Related to Our Brands, Products and Operations” in this Annual Report on Form 10-K.

Our apps monetize via a freemium model where the use of our service is free and a subset of our usersmembers pay for subscriptions or in-app purchases to access premium features. We acquire new usersmembers through investments in our brand, supported by strategic use of marketing and brand as well as through word of mouth from existing usersmembers and others. We convert these usersmembers to Paying Users by introducing premium features which maximize the probability of developing meaningful connections and improving their experience.

Our revenue growth primarily depends on Paying Users and ARPPU. We continually develop new monetization features and improve existing features in order to increase adoption of in-app purchases and our subscription programs striking a balance between the number of Paying Users and ARPPU. We also test new pricing strategies, including different pricing tiers and user segmentation and share those insights across our apps to optimize monetization. In 2025, we have experienced declines in paying users and revenue, which may limit near-term revenue growth and increase our reliance on a combination of future paying user growth, improvements in ARPPU, and monetization efficiency.

Many variables will impact our ARPPU, including the number of Paying Users and mix of monetization offerings on our platform, as well as the effect of demographic shifts and geographic differences on all of these variables. Our pricing is in local currency and may vary between markets. As foreign currency exchange rates change, translation of the statements of operations into U.S. dollars could negatively impact revenue and distort year-over-year comparability of operating results. If paying users decline or ARPPU does not increase as expected, our revenue, results of operations and financial condition could be adversely affected.

We are focused on growing our platform globally, including through entering new markets and investing in under-penetrated markets. As we introduce Bumble app or BFF app to new markets throughout Europe, Asia, and Latin AmericaAmerica, we can leverage the local insights, scale,insights and infrastructurescale of Badoo app’s existing global footprint to efficiently enter new markets. Badoo app and BFF app can also leverage Bumble’s marketing expertise and strength in North America to support growth in that market.

Expanding into new geographies and in existing geographies will require increased costsinvestment related toin marketing, as well as localization of product features and services. Potential risks to our expansion into new geographies and in existing geographies will include competition andongoing compliance with evolving foreign laws and regulations.local regulatory requirements.

As we expand into certain new geographies, we may see an increase in usersmembers who prefer to access premium features through our in-app purchase options rather than through our subscription packages which could impact our ARPPU. We may also see a lower propensity to pay as we enter certain new markets.

We expect to continue to invest in technology, marketingtechnology and product innovation to drive growth while improving margins over the long term. Key investment areas for our platform include artificial intelligence capabilities, including improving our matching and content moderation technologies; features that enhance trust and safety on our platform; new offerings that enhance usermember engagement and retention; marketing, and personalization capabilities; and new subscription and consumable offerings to drive incremental value to Paying Users.

We experience seasonality in usermember growth, usermember engagement, Paying User growth, and monetization on our platform. Historically, we have seen an increase in all of these metrics in January due in part to seasonal demand in the lead up to Valentine’s Day, and during the Northern Hemisphere summer.

Macroeconomic conditions, including the conflicts in Eastern Europe and the Middle East, slower growth or economic recession, changes to fiscal, monetary and trade policy, including the newlyintroduction introducedof higher tariffs by the currentU.S. presidentialgovernment, administrationinflationary inpressures thethat U.S.,may affect consumer spending, and fluctuations in foreign currency exchange ratesrates, have impacted and may continue to impact our results of operations, as well as our consumersmembers who face greater pressure on disposable income. We continuously monitor the direct and indirect impacts of these circumstances on our business and financial results.

InWe May 2023, we announced that our Board of Directors approvedhave a share repurchase program authorizing the repurchase of up to $150.0$450.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. We announced increases inDuring the shareyear repurchaseended programDecember authorized31, amount2025, fromwe $150.0repurchased 4.7 million toshares $300.0of millionClass inA Novembercommon 2023stock andfor from$28.7 $300.0million, millionexcluding toexcise $450.0tax million in May 2024.obligations. During the year ended December 31, 2024, we repurchased 25.1 million shares of Class A common stock and 2.0 million Common Units for $214.4 million, excluding excise tax obligations. During the year ended December 31, 2023, the Companywe repurchased 7.8 million shares of Class A common stock and 3.2 million Common Units for $157.1 million. As of December 31, 2024,2025, all treasury shares were retired. As of December 31, 2025, a total of $78.8$50.1 million remainedremains available for repurchase under the repurchase program.

For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Share Repurchase Program, Note 13,14, Shareholders'Shareholders’ Equity—Share Repurchase Program and Note 17,18, Related Party Transactions—Share Repurchase, to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Also see Note 5, Payable to Related Parties Pursuant to a Tax Receivable Agreement, to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

GivenWe thehave aforementionedhistorically recorded impairment charges recordedrelated into 2024our indefinite-lived assets, long-lived assets, definite-lived intangible assets and 2022,goodwill. itIt is reasonably possible that changes in judgments, assumptions and estimates we made in assessing the fair values of these assets could cause us to consider some portion, or all of the remaining carrying values of these assets, to become impaired. A change in corporate strategy, a further decline in our stock price, economic downturns, a decline in market conditions and/or unfavorable industry trends could potentially trigger impairment tests in the future. In addition, reduced demand for our products, slower growth rates in our industry, and changes in market-based interest rates could negatively impact the estimated future cash flows and discount rates used in the income approach to determine the fair values of these assets and could result in an impairment charge in the future.

For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Goodwill,—Indefinite-livedIndefinite-Lived Intangible Assets and —Long-livedLong-Lived Assets and Definite-livedDefinite-Lived Intangible AssetsAssets, Note 6, Sale of a Business, and Note 8, Goodwill and Intangible Assets, Net to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

On July 1, 2024, we completed the acquisition of Geneva Technologies Inc.(“Geneva”) for total cash consideration of $17.5 million, net of cash acquired, of which $17.2 million was allocated to developed technology and $0.3 million was allocated to other assets and liabilities. For additional information, see Note 8, Goodwill and Intangible Assets, Net to our audited consolidated financial statements included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

We monetize the Bumble, Bumble For Friends, Badoo, Fruitz and Official apps via a freemium model where the use of our service is free and a subset of our usersmembers pay for subscriptions or in-app purchases to access premium features. Subscription revenue is presented net of taxes, refunds and credit card chargebacks. This revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Revenue from lifetime subscriptions is deferred over the average estimated expected period of the subscriber relationship, which is currently estimated to be twelve months. Revenue from the purchase of in-app features is recognized based on usage and estimated breakage revenue associated with unused in-app purchases.

Cost of revenue also includes data center expenses such as rent, power and bandwidth for running servers, cloud hosting costs, employee compensation (including stock-based compensation) and other employee related costs, impairment of capitalized aggregator costs associated with breakage revenue and restructuring charges. Expenses relating to customermember care functions such as customermember service,support, moderators and other auxiliary costs associated with providing services to customersmembers such as fraud prevention are also included within cost of revenue.

General and administrative expense consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in executive management, finance, legal, tax and human resources. General and administrative expense also consists of transaction costs, changes in fair value of contingent earn-out liability, expenses associated with facilities, information technology, external professional services, legal costs, settlement of legal claims and accruals for future legal obligations that are deemed probable and estimable, restructuring chargescharges, certain indirect taxes and other administrative expenses.

For a discussion of our risk factors, see Part I, “Item 1A—Risk Factors” of our 2025 Form 10-K.10-K and Part II, “Item 1A—Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. Refer also to the other information set forth in this Quarterly Report on Form 10-Q, including in the “Special Note Regarding Forward-Looking Statements,” and in Part I, “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Item 1—Financial Statements (Unaudited).” Other than the risk factors set forth below, there have been no material changes to the risk factors disclosed in our 2025 Form 10-K.

Year-to-DateQuarter ended MarchJune 31,30, 2026 Consolidated Results

For the three months ended MarchJune 31,30, 2026 and 2025, we generated:

•Adjusted EBITDA of $82.6$72.9 million and $64.4$94.6 million, respectively, representing Adjusted EBITDA marginmargins of 38.9%34.6% and 26.1%,38.1%, respectively;respectively.

•FreeAdjusted cash flowEBITDA of $73.8$155.5 million and $40.8$159.0 million, respectively, representing freeAdjusted cashEBITDA flow conversionmargins of 89.4%36.8% and 63.4%,32.1%, respectively.respectively;

The following metrics were calculated excluding paying users of and revenue generated from Official, advertising and partnerships or affiliates. The Bumble For Friends app was relaunched as BFF in the United States in September 2025. The Company has not sought to generate revenue from the BFF app and therefore it is excluded from our key operating metrics as of MarchJune 31,30, 2026..2026.

•Adjusted EBITDA. We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, changes in fair value of investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss,charge, costs associated with restructuring and restructuringloss costs.on extinguishment of debt. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

As previously disclosed, we have implemented a business strategy and transformation plan intended to deliver durable member value and drive long-term sustainable revenue. As part of this strategy, we have focused on fostering a vibrant and healthy membership base and improving the member experience through product innovation, including modernizing our technology and increased use of artificial intelligence in our products and in the optimization of our operations. To align with these priorities, we have (a)rebalanced strategicallyour shiftedmarketing awayinvestment, fromincreasing paidour memberfocus acquisition in favor ofon brand and organic investmentdemand andgeneration (b)while limitedoptimizing performance marketing to targetedefficiently usageacquire aimedhigh-quality, at acquiring qualityincremental members who we believe will be additive tostrengthen the health of our membership base. As we transition from the completion of the quality reset to our membership base, our primary focus has shifted to improving the member experience through product innovation.innovation, enabled by our ongoing investment in a more modern technology platform, including application re-architecture, migration to cloud hosting, and adoption of select vendor solutions to replace certain homegrown systems. As we address these areas of focus, our revenue and paying users have been, and may continue to be, negatively impacted in the short term. Furthermore, if we do not successfully implement this strategy, our business, financial condition and results of operations could be materially adversely affected.

We have a share repurchase program authorizing the repurchase of up to $450.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. During the threesix months ended MarchJune 31,30, 2026, we did not repurchase any shares of Class A common stock. During the threesix months ended MarchJune 31,30, 2025, we repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations. As of MarchJune 31,30, 2026, a total of $50.1 million remains available for repurchase under the repurchase program.

For additional information, see Note 2, Summary of Selected Significant Accounting Policies —Share Repurchase Program, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.

In June 2025, we announced our decision to reduce our global workforce (the “2025 Restructuring Plan”) by approximately 240 roles, representing approximately 30% of our employees, as we realign our operating structure to optimize execution on our strategic priorities. As a result, weWe expect to incur approximately $15.0$16.0 million of total non-recurring charges through the first halfend of 2026, consisting primarily of employee severance, benefits, and related charges for impacted employees.

For additional information, see Note 5, Restructuring ,Restructuring, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.

We monetize the Bumble, Bumble For Friends, Badoo, FruitzFriends and OfficialBadoo apps via a freemium model where the use of our service is free and a subset of our members pay for subscriptions or in-app purchases to access premium features. Subscription revenue is presented net of taxes, refunds and credit card chargebacks. This revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Revenue from lifetime subscriptions is deferred over the average estimated expected period of the subscriber relationship, which is currently estimated to be twelve months. Revenue from the purchase of in-app features is recognized based on usage and estimated breakage revenue associated with unused in-app purchases.

Impairment losscharge

Impairment losscharge relates to impairment charges to indefinite-lived intangible assets, long-lived assets and definite-lived intangible assets, and goodwill as applicable.

Other income (expense), net consists of insurance reimbursement proceeds, impacts from foreign exchange transactions, tax receivable agreement liability remeasurement (benefit) expense, sub-lease income, changes in fair value of investments in equity securities andsecurities, gain (loss) on sale of businesses.businesses and loss on extinguishment of debt.

During the three months ended MarchJune 31,30, 2026, stock-based compensation expense was higher compared to the same period in 2025, primarily due to higher forfeitures in the 2025 period.periods and new equity awards granted. Negative amounts represent expense reversals associated with forfeitures that exceeded expenses recognized during the periods presented.

Comparison of the Three and Six Months Ended MarchJune 31,30, 2026 and 2025

Total Revenue was $212.4$210.5 million for the three months ended MarchJune 31,30, 2026, compared to $247.1$248.2 million for the same period in 2025. The decrease was primarily driven by a decline in Total Paying Users, partially offset by an increase in Total ARPPUARPPU, andprimarily due to favorable fluctuations in foreign currency exchange rates.

Bumble App Revenue was $172.7$171.7 million for the three months ended MarchJune 31,30, 2026, compared to $201.8$201.4 million for the same period in 2025. This decrease was primarily driven by a 23.1%16.9% decline in Bumble App Paying Users to 2.1 million, partially offset by ana 11.3%2.6% increase in Bumble App ARPPU to $27.65$27.55 and favorable fluctuations in foreign currency exchange rates.

Badoo App and Other Revenue was $39.7$38.8 million for the three months ended MarchJune 31,30, 2026, compared to $45.3$46.8 million for the same period in 2025. This decrease was primarily driven by a 17.0%15.4% decline in Badoo App and Other Paying Users to 1.1 million,million partially offset byand a 5.0%3.1% increasedecline in Badoo App and Other ARPPU to $11.26$11.21, primarilypartially dueoffset toby favorable fluctuations in foreign currency exchange rates.

Cost of revenue for the three months ended MarchJune 31,30, 2026 decreased by $18.5$20.3 million, or 25.3%,27.4%, compared to the same period in 2025. Cost of revenue for the six months ended June 30, 2026 decreased by $38.9 million, or 26.3%, compared to the same period in 2025. The decreases in cost of revenue for the three and six months ended MarchJune 31,30, 2026 were driven primarily by decreases in in-app purchase fees due to lower revenue.

As a percentage of revenue, cost of revenue decreased for the three and six months ended MarchJune 31,30, 2026 as compared to the same period in 2025, primarily due to the reduction in Apple fees as a result of opting into Apple’s European Union terms in the first quarter of 2025, as well as alternate payment methods offered to iPhone operating system members.members in the United States, partially offset by higher cloud infrastructure and hosting costs.

Selling and marketing expense for the three months ended MarchJune 31,30, 2026 decreased by $32.8$2.9 million, or 54.9%,9.0%, compared to the same period in 2025. The change was primarily due to a $31.4$2.5 million decrease indriven marketingby costs,lower reflectingrestructuring our strategic shift away from paid member acquisition and performance marketingcosts in favor2026 ofas brandrestructuring andactivities organic investment sinceunder the second2025 quarterRestructuring ofPlan 2025,declined, as well as a $1.4 million decrease inlower personnel costs drivenresulting by lowerfrom headcount in the first quarter of 2026 following the 2025 Restructuring Plan.reductions.

General and administrative expense for the three months ended MarchJune 31,30, 2026 increaseddecreased by $9.1$5.5 million, or 42.1%,15.2%, compared to the same period in 2025. The change was primarily due to a $10.1 million increase in stock-based compensation driven by forfeitures associated with the departure of officers in the first quarter of 2025 and a $2.2 million unfavorable fluctuation in fair value of the contingent earn-out liabilities, partially offset by a $1.7$5.2 million decrease in personnel costs driven by lower headcountrestructuring costs in the first quarter of 2026 followingas restructuring activities under the 2025 Restructuring Plan.Plan declined, as well as lower personnel costs resulting from headcount reductions.

Product development expense in the three months ended MarchJune 31,30, 2026 decreasedincreased by $4.3$3.0 million, or 12.6%,9.3%, compared to the same period in 2025. The change was primarily due to a $4.9$2.9 million decreaseincrease in stock-basedhosting compensationand drivensubscription by a lower ongoing run rate associated with employee terminations in 2025.costs.

Depreciation and amortization expense for the three months ended MarchJune 31,30, 2026 decreased by $5.2$2.7 million, or 54.0%,41.2%, compared to the same periodsperiod in 2025. The decrease in depreciation and amortization expense for the three months ended MarchJune 31,30, 2026 was primarily driven by the full amortization of BumbleFruitz and Badoo'sOfficial's developed technology in the second quarter of 2025 following the February 2025.2025 decision to discontinue those apps.

Impairment losscharge

Interest expense, net for the three months ended MarchJune 31,30, 2026 decreasedincreased by $4.1$3.6 million, or 33.9%,35.1%, compared to the same period in 2025, primarily driven by an increase in interest incomeexpense onassociated ourwith interestthe rateterm swaps,loan under the 2026 Credit Agreement following the April 2026 refinancing, a decrease in our interest expense due to lower outstanding debt under the 2020 Credit Agreement, and an increase in our interest income on from higherlower investments balances in money market funds.funds, partially offset by an increase in interest income on our interest rate swaps.

Other income (expense), net for the three months ended MarchJune 31,30, 2026 was $6.7$(4.5) million, compared to $(6.811.9) million for the same period in 2025. TheOther changeincome (expense), net for the six months ended June 30, 2026 was $2.3 million, compared to $(18.7) million for the same period in 2025. These changes for the three and six months ended June 30, 2026 and 2025 in other income (expense), net waswere primarily driven by foreign currency exchange.

Income tax provisionbenefit was $11.4$2.4 million for the three months ended MarchJune 31,30, 2026, compared to $6.0$6.5 million expense for the same period in 2025. Income tax expense was $9.0 million for the six months ended June 30, 2026, compared to $12.5 million for the same period in 2025. The change in income tax provision increased year over year for threeboth monthsperiods ended March 31, 2026was primarily due to higherthe geographical distribution of the Company's earnings and a resulting increasesdecrease in foreign taxes, including Pillar Two,Two minimum taxes, and the Company's inability to recognize tax benefits on losses in certain jurisdictions, partially offset by nondeductible stock-based compensation and the recording of a valuation allowance against certain deferred tax assets.

On December 20, 2021, the Organization for Economic Cooperation and Development ("OECD") released the Pillar Two model rules providing a framework for implementing a 15% minimum tax, also referred to as the Global Anti-Base Erosion ("GloBE") rules, on earnings of multinational companies with consolidated annual revenue exceeding €750 million. Pillar Two legislation has been enacted in certain jurisdictions where we operate, including the UK and certain EU member states, and is effective for our financial year beginning January 1, 2024. We have performed an assessment of our exposure to Pillar Two income taxes, including our ability to qualify for transitional safe harbor relief under the GloBE rules. While we expect to qualify for transitional safe harbor relief in most jurisdictions in which we operate, there are a limited number of jurisdictions where the transitional safe harbor is not available, including for certain entities classified as “stateless” constituent entities under the Pillar Two model rules. Our income tax provisionexpense (benefit) for both the threesix months ended MarchJune 31,30, 2026 and 2025, includes the effects of Pillar Two minimum taxes based on currently enacted legislation and guidance. We are monitoring the implementation of Pillar Two legislation (both proposed and enacted) by individual countries, including administrative guidance on the application of the GloBE rules, and will continue to evaluate the potential impact to our financial position. On January 5, 2026, the OECD released Administrative Guidance containing the Side-by-Side agreement (“SbS System”) as part of a broader package of Administrative Guidance on Pillar Two. The SbS System introduces two new Pillar Two safe harbors: (i) the Side-by-Side Safe Harbor (“SbS SH”) for MNE Groups headquartered in jurisdictions with both eligible domestic and worldwide tax systems; and (ii) the Ultimate Parent Entity Safe Harbor (“UPE SH”) for MNE Groups with a UPE located in a jurisdiction that has an eligible domestic tax system but not an eligible worldwide tax system. The Central Record for purposes of the Global Minimum Tax was updated on January 5, 2026 to reflect that the United States is an eligible jurisdiction for the SbS SH. We expect the SbS SH to have a significant future impact to the Company and our Pillar Two computations, however, given the absence of implementing legislation as of MarchJune 31,30, 2026, no impact has been recorded for the threesix months ended MarchJune 31,30, 2026. Accordingly, we are still evaluating the potential consequences of Pillar Two on our longer-term financial position.

We report our financial results in accordance with GAAP, however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain expenses, including income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expenses, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, changes in fair value of investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss, andcharge, costs associated with restructuring,restructuring and loss on extinguishment of debt, as management does not believe these expenses are representative of our core earnings.